assignment代写 COMPARISON OF BUSINESS ORGANISATIONS
100%原创包过,高质量代写&免费提供Turnitin报告--24小时客服QQ&微信:273427
COMPARISON OF BUSINESS
ORGANISATIONS
TYPES OF COMPANIES
CONSEQUENCES OF
REGISTRATION
Business organisations and agency
• Partnerships and companies contract through agents.
• Partners can be agents of the partnership; directors
agents of the company
• In most cases agents will have actual authority.
• If no authority then ostensible authority may apply.
2
Associations
• Not for profit for members.
• Types:
1. Unincorporated (> 2 members)
liability to outsiders uncertain
2. Incorporated (> 5 members)
Registered
members liability limited
association can be sued
3
Sole Trader
• This is where one person owns the business.
• They take profits and bear losses.
• Unlimited personal liability applies.
• Minimal formalities .
4
Partnership
• Relevant statute is the Partnership
Act.
• Each state of Australia has a P/ship Act.
• The P/ship Act determines the
obligations of the partners to each other
and to outsiders
5
Partnership
• A partnership exists where 2 or more carry on
business in common with a view of profit (s.1)
• Partners are agents of the partnership in certain
circumstances (s.5)
• An important factor in establishing agency is whether
the partner is carrying out the usual partnership
business .
6
Partnership
• Partners’ liability to outsiders can be:
Joint s.9 (contract)
Joint and several s.12 (tort and fraud)
• Case: Polkinghorne v Holland
• Partners arrangements between themselves do not
prejudice outsiders’ rights under the Partnership Act
7
Partnership
• Partners have unlimited personal liability.
• Partners may be liable to outsiders even after leaving
the partnership (s.17, s.36)
• Partners are fiduciaries (s.29, s.30)
• Distinguish partnerships from joint ventures
• Case: UDC v Brian
8
Comparing Business Organisations
Liability
Start Up
Control
Regulation
Cessation
9
Companies - Registration
• All companies that operate in Australia must be
registered.
• Companies are registered at ASIC (s117)
• Upon registration, ASIC will issue:
Certificate of registration ( s118)
ACN (Australian Company Number), a 9 digit number
• Registration process:
www.asic.gov.au (for companies – Starting a company)
10
Effects of Registration
• Following registration at ASIC, a company comes into
existence and adopts a legal status (s119).
• A company has perpetual succession. A company
exists until deregistered (s601 AD).
Shares may change hands in an existing company
but the corporate entity continues without change of
legal status.
11
Effects of Registration
• Companies are legal individuals. They have the legal
capacity of an individual plus ‘body corporate’ powers
(s124).
Issue shares (share capital);
Issue debentures (loan capital);
Power to acquire, hold and dispose of
property;
Grant a circulating security interest;
Register as a company in a foreign
jurisdiction;
Capable of suing and being sued
12
Effects of Registration
• As a separate legal entity, a company is distinct and
separate, not only from other companies, but also from its
own members and directors. (Corporate Veil)
• Corporate Veil cases:
Salomon v Salomon (company and its controllers)
Macaura v Northern Assurance (company and its
members)
Lee v Lee’s Air Farming (company and its employee)
13
Effects of Registration
• The corporate veil protects (in most cases) company
management from liability. However, the court will lift
the corporate veil if it is used for fraud; to avoid a
contractual or a legal obligation; or where there is
insolvent trading.
• Cases:
Gilford Motor Co Ltd v Horne (avoiding a
contractual obligation)
Creasey v Breachwood Motors Ltd
(avoiding a legal obligation)
14
Types of Companies
• Companies classified by:
Member Liability
Limited by shares (public or proprietary)
Limited by guarantee (public only)
No liability (public only)
Unlimited liability (public or proprietary)
*Companies limited by shares are the most common
form of company.
*In companies limited by shares shareholders’ liability
is limited to the unpaid value of their share (s 516).
15
Types of Companies
Public Status
Public companies (Ltd)
a. Listed (ASX)
b. Unlisted
Proprietary companies (Pty Ltd)
a. Small
b. Large
assignment代写 COMPARISON OF BUSINESS ORGANISATIONS
16
Corporate Group structures
• A subsidiary is a company controlled by
holding or parent company. (s46)
• Where there is 100% ownership of a
company that company is called a
wholly owned subsidiary.